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GEN - General - Sana Bidco Limited Takeover Offer of Assura Plc
GEN - General - Sana Bidco Limited Takeover Offer of Assura Plc
Publication and Posting of Offer Document on the Best and Final* Increased Cash Offer for Assura plc
This announcement has been placed by the Johannesburg Stock Exchange ("JSE") in the interests of
shareholders.
The JSE hereby informs stakeholders of an announcement that was published by Sana Bidco Limited
on the London Stock Exchange on 1 July 2025 setting out Sana Bidco Limited's Best and Final*
Increased Cash Offer for Assura plc (share code: AHR; ISIN: GB00BVGBWW93), which is secondary
inward listed on the JSE, the substantive contents of which are set out below:
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION. PLEASE
SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT. ANY FAILURE TO
COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAW.
FOR IMMEDIATE RELEASE
11 July 2025
BEST AND FINAL* INCREASED CASH OFFER
for
Assura plc
by
Sana Bidco Limited
a newly formed company indirectly wholly-owned by (i) funds advised by Kohlberg Kravis
Roberts & Co. L.P. and its affiliates and (ii) funds advised by Stonepeak Partners LP and its
affiliates
PUBLICATION AND POSTING OF OFFER DOCUMENT
UPDATES ON REGULATORY CONDITIONS
On 11 June 2025, Sana Bidco Limited ("Bidco") announced the terms and conditions of a best and final*
increased cash offer by Bidco for the entire issued and to be issued share capital of Assura (the
"Acquisition"), to be effected by means of a takeover offer (as defined in section 974 of the Companies
Act) (a "Takeover Offer").
Capitalised terms used in this announcement shall, unless otherwise defined, have the same meanings
as set out in the Offer Document (as defined below).
* The financial terms of the Best and Final* Increased Cash Offer are final and will not be increased,
except that Bidco reserves the right to increase the financial terms of its offer where the Panel otherwise
provides its consent (which will only be provided in wholly exceptional circumstances).
Publication and Posting of the Offer Document
Bidco announces that the offer document containing, amongst other things, the full terms and conditions
of the Takeover Offer and the procedures for acceptance (the "Offer Document"), together with the
related Form of Acceptance (for Assura Shareholders holding Assura Shares in certificated form), were
published and posted on 1 July 2025 to Assura Shareholders.
A copy of the Offer Document and a sample Form of Acceptance is available, subject to certain
restrictions relating to persons resident in Restricted Jurisdictions, on Bidco's website at
https://www.documentdisplay.com/offer-for-assura/disclaimer/.
Any votes submitted in relation to the Acquisition under the previously announced Scheme will no longer
be valid and Assura Shareholders will need to take the action as set out in this announcement and the
Offer Document to accept the Takeover Offer.
Updates on Regulatory Conditions
Further to the announcement made by Bidco on 19 June 2025, Bidco is pleased to announce that the
Acquisition has now received regulatory clearance in Ireland. Accordingly, all regulatory conditions set
out in paragraphs 4(a) to 4(e) in Part A of Part II of the Offer Document have now been satisfied.
Expected Timetable of Principal Events
The Offer Document contains an expected timetable of principal events in relation to the Takeover Offer
on page 12 which is also set out in the Appendix to this announcement.
Action to be taken by Assura Shareholders to accept the Takeover Offer
The Takeover Offer will initially be open for acceptance until 1:00 p.m. (London time) on 12 August 2025,
unless the Unconditional Date is brought forward or extended by Bidco in accordance with the Takeover
Code and as further described in section 1 of Part C of Part II (Conditions to and Further Terms of the
Offer) of the Offer Document.
The earliest date on which the Takeover Offer may be declared unconditional is 4 July 2025. If
the Takeover Offer is declared unconditional on this date, Assura Shareholders who have
accepted the Takeover Offer on or prior to 4 July 2025 will receive payment by 18 July 2025.
Assura Shareholders are therefore encouraged to accept the Takeover Offer as soon as possible.
Assura Shareholders who hold Assura Shares in certificated form should read section 12.1 of Part I
(Letter from Sana Bidco) of the Offer Document and complete the accompanying personalised Form of
Acceptance in accordance with the instructions printed thereon. The completed Form of Acceptance,
together with the share certificate(s) and/or other document(s) of title, should be returned as soon as
possible by post or (during normal business hours only) by hand to MUFG Corporate Markets, Corporate
Actions, at Central Square, 29 Wellington Street, Leeds, LS1 4DL, United Kingdom so as to arrive no
later than 1:00 p.m. (London time) on 12 August 2025 (or such other date set by Bidco as described
further in the Offer Document). Any Form of Acceptance received electronically will be rejected as an
invalid acceptance of the Takeover Offer.
Assura Shareholders who hold their Assura Shares in uncertificated form (that is, in CREST)
should read section 12.2 of Part I (Letter from Sana Bidco Limited) of the Offer Document and ensure
that an electronic acceptance is made by them or on their behalf and that settlement is made no later
than 1:00 p.m. (London time) on 12 August 2025 (or such other date set by Bidco as described in the
Offer Document). If such shareholders hold their Assura Shares as a CREST sponsored member, they
should refer to their CREST sponsor as only their CREST sponsor will be able to send the necessary
TTE instruction to Euroclear.
Underlying SA Shareholders who hold their Assura Shares in dematerialised form (that is, through
the Strate system) should read section 12.3 of Part I (Letter from Sana Bidco Limited) of the Offer
Document and ensure that they, within the time period and in the manner required by the CSDP or
broker or as stipulated by the terms of the custody agreement entered into with their CSDP or broker,
provide their CSDP or broker with their acceptance in accordance with the terms of such custody
agreement, so that their CSDP or broker can take the necessary steps to notify Strate (who can
subsequently take the necessary steps to notify Euroclear, who will be able to make the relevant TTE
notification regarding their acceptance) as soon as possible and, in any event, such that the TTE
notification regarding their acceptance is received no later than 1:00 p.m. (London time) on 12 August
2025 (or such other date set by Bidco as described in the Offer Document).
Questions
If Assura Shareholders have any questions about this announcement or the Offer Document, or are in
any doubt as to how to complete the Form of Acceptance (if they hold Assura Shares in certificated
form) or as to how to make an electronic acceptance (if they hold Assura Shares in uncertificated form
through CREST), please contact the Shareholder Helpline operated by MUFG Corporate Markets,
Corporate Actions, during business hours only (9:00 a.m. to 5:30 p.m. Monday to Friday excluding public
holidays in England and Wales) on 0371 664 0321 (from within the UK) or +44 371 664 0321 (from
outside the UK) or by submitting a request in writing to MUFG Corporate Markets, Corporate Actions, at
Central Square, 29 Wellington Street, Leeds, LS1 4DL, United Kingdom. Calls are charged at the
standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at
the applicable international rate. Calls may be recorded and randomly monitored for security and training
purposes. Please note the shareholder helpline cannot provide advice on the merits of the Takeover
Offer nor give any financial, investment, legal or tax advice.
If Underlying SA Shareholders have any questions about this announcement or the Offer Document,
please contact the Shareholder Helpline operated by JSE Investor Services during business hours (8:00
a.m. to 4:30 p.m. (South African Standard Time) Monday to Friday excluding public holidays in South
Africa) on 086 147 2644 (from within South Africa) or +27 11 029 0112 (from outside South Africa) or
by submitting a request in writing to JSE Investor Services at One Exchange Square, 2 Gwen Lane,
Sandown, Sandton 2196, South Africa or via email at specialprojects@jseinvestorservices.co.za. Calls
are charged at the standard geographic rate and will vary by provider. Calls outside South Africa will be
charged at the applicable international rate. Different charges may apply to calls from mobile telephones
and calls may be recorded and randomly monitored for security and training purposes. Please note the
shareholder helpline cannot provide advice on the merits of the Takeover Offer nor give any financial,
investment, legal or tax advice. Underlying SA Shareholders who are in any doubt as to how to make a
notification of acceptance should contact their CSDP, broker or custodian holding the shares on their
behalf.
Enquiries:
Jefferies International Limited (Financial +44 (0) 20 7029 8000
Adviser to Bidco)
Philip Noblet
Dai Clement
Thomas Forrow
Tom Yeadon
Thomas Bective
Andrew Morris
FGS Global (PR Adviser to Bidco) +44 (0) 20 7251 3801
Faeth Birch KKR-LON@fgsglobal.com
Alastair Elwen
Oli Sherwood
Simpson Thacher & Bartlett LLP is acting as legal adviser to Bidco, KKR and Stonepeak in connection
with the Acquisition.
Bowmans is acting as legal adviser to Bidco, KKR and Stonepeak as to matters of South African law in
connection with the Acquisition.
APPENDIX
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
The following indicative timetable is based on Bidco's current expectations and is subject to change. If
any of the dates and/or times in this expected timetable change, the revised dates and/or times will be
notified to Assura Shareholders by announcement through the Regulatory Information Service of the
London Stock Exchange and on SENS, with such announcement being made available on Bidco's
website at https://www.documentdisplay.com/offer-for-assura/disclaimer/. Unless otherwise stated, all
times referred to in this Document and timetable set out below are London times.
Event Time and/or date(1)
Publication and posting of this Document and the 1 July 2025
Form of Acceptance
Earliest time and date on which the Offer may become 5:00 p.m. (London time) on 4 July 2025
or be declared unconditional
Latest time and date by which the Offer can be 1:00 p.m. (London time) on 12 August 2025
accepted for deemed acceptance by the (2)
Unconditional Date
Latest time and date by which the Offer may be 11:59 p.m. (London time) on 12 August
declared or become unconditional (i.e., the 2025 (5)
Unconditional Date) (3) (4)
Latest time and date for cross-border removals (6) 5:00 p.m. (London time) on 18 August 2025
(being the day which is a Business Day and
a SA Business Day following the 5th
calendar day after the Unconditional Date)
Finalisation announcement with respect to currency No later than 5:00 p.m. (London time) on 26
conversion and the GBP/Rand Exchange Rate August 2025 (being the 14th calendar day
after the Unconditional Date)
Latest date for the settlement of consideration to 26 August 2025 (7)
Assura Shareholders who accept the Offer prior to the
Unconditional Date
Last day to trade Assura Shares on the JSE 2 September 2025 (8)
Record date for Underlying SA Shareholders to 5 September 2025 (8)
accept the Offer ("Record Date")
19 September 2025 (8)
Latest date for the settlement of consideration to
Underlying SA Shareholders who accept the Offer on
the Record Date
Long Stop Date in relation to the Offer 9 January 2026 (9)
____________
(1) Participants in the Assura Share Plans will be contacted separately regarding the effect of the
Offer on their rights under these schemes and, where applicable, provided with further details
concerning the proposals being made to them in accordance with Rule 15 of the Takeover Code,
and dates and times relevant to them.
(2) Subject to the terms of the Co-operation Agreement, Bidco reserves the right (but shall not be
obliged, other than as may be required by the Takeover Code) at any time or from time to time
to bring forward the latest time and date by which the Offer can be accepted before, or extend
the latest time and date by which the Offer can be accepted after, such time.
(3) If the Offer becomes or is declared unconditional, Bidco will keep the Offer open for acceptances
for at least the later of (i) 14 calendar days following such date and (ii) 8 SA Business Days after
the publication of the finalisation announcement.
(4) The Offer shall lapse unless all of the Conditions have been fulfilled (or, where permitted,
waived) by midnight on the earlier of the Unconditional Date and the Long Stop Date (subject to
the rules of the Takeover Code and, where applicable, the consent of the Panel). As of the date
of this announcement, Conditions 4(a) to 4(e) have been satisfied.
(5) If the Offer becomes or is declared unconditional and Bidco receives acceptances of the Offer
in respect of, and/or otherwise acquires, 90% or more in nominal value of the Assura Shares to
which the Offer relates, Bidco intends to exercise its rights pursuant to the statutory squeeze-
out provisions of sections 974 to 991 of the Companies Act to acquire compulsorily, on the same
terms as the Offer, the remaining Assura Shares to which the Offer relates in respect of which
the Offer has not at such time been accepted.
(6) All Assura Shares held by Underlying SA Shareholders on the JSE are held in dematerialised
form. Cross-border removals may be recommenced after the Record Date for Underlying SA
Shareholders to accept the Offer if Bidco has not received acceptances of the Offer in respect
of, and/or otherwise acquired, 90% or more in nominal value of the Assura Shares to which the
Offer relates and is unable to exercise its rights pursuant to the statutory squeeze-out provisions
of sections 974 to 991 of the Companies Act to acquire compulsorily, on the same terms as the
Offer, the remaining Assura Shares to which the Offer relates in respect of which the Offer has
not at such time been accepted. This is to ensure that, to the extent that Bidco is able to exercise
its rights as set out in Note (5) above, all Underlying SA Shareholders receive their consideration
at the GBP/Rand Exchange Rate whether they have accepted the Offer or have their Assura
Shares acquired pursuant to the statutory squeeze-out provisions detailed in Note (5) above.
(7) Notwithstanding the reference to 14 calendar days to effect settlement of consideration to
Assura Shareholders, in the case of Assura Shares resulting from the exercise or vesting of
options or awards under the Assura Share Plans, Bidco shall: (i) pay the amount due in respect
of such Assura Shares to, as applicable, Assura or any of its subsidiaries or subsidiary
undertakings or otherwise by such method as may be agreed with Assura, and (ii) procure that
payments are made to the relevant Assura Shareholders as soon as practicable following the
Offer becoming or being declared unconditional, where applicable, through the relevant payroll
(subject to the deduction of any exercise price (if relevant), income tax and employee's national
insurance contributions or such equivalents in any applicable jurisdiction).
(8) If the Offer becomes or is declared unconditional, the Record Date for Underlying SA
Shareholders to accept the Offer will be at least 8 SA Business Days after the publication of the
finalisation announcement. The last day to trade Assura Shares on the JSE shall be 3 SA
Business Days prior to such Record Date.
(9) The Long Stop Date may be extended to such later date as Bidco may specify, with the
agreement of Assura or, in a competitive situation, with the consent of the Panel.
Important Notices
Jefferies, which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for
Bidco, KKR and Stonepeak and no one else in connection with the matters set out in this announcement
and will not regard any other person as its client in relation to the matters in this announcement and will
not be responsible to anyone other than KKR or Stonepeak for providing the protections afforded to
clients of Jefferies nor for providing advice in relation to any matter referred to in this announcement.
Neither Jefferies nor any of its affiliates (nor their respective directors, officers, employees or agents)
owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in
contract, in tort, under statute or otherwise) to any person who is not a client of Jefferies in connection
with this announcement, any statement contained herein or otherwise.
Further information
This announcement is for information purposes only and does not constitute an offer or inducement to
sell or an invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any
securities or a solicitation of an offer to buy any securities, pursuant to the Acquisition or otherwise. The
Acquisition shall be made solely by means of the Offer Document which shall contain the full terms and
Conditions of the Acquisition.
This announcement has been prepared for the purpose of complying with English law, the Listing Rules,
the JSE Listings Requirements and the Takeover Code and the information disclosed may not be the
same as that which would have been disclosed if this announcement had been prepared in accordance
with the laws of jurisdictions outside of England.
This announcement does not constitute a prospectus, prospectus equivalent document or an exempted
document for purposes of English law, the Listing Rules, the JSE Listings Requirements or any other
law in any other jurisdiction.
Overseas Shareholders
The release, publication or distribution of this announcement in or into certain jurisdictions other than
the United Kingdom or South Africa may be restricted by law. Persons who are not resident in the United
Kingdom or South Africa or who are subject to other jurisdictions should inform themselves of, and
observe, any applicable requirements. Any failure to comply with any such requirements may constitute
a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable
law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the
violation of such requirements by any person.
Unless otherwise determined by Bidco or required by the Takeover Code, and permitted by applicable
law and regulation, the Acquisition shall not be made available, directly or indirectly, in, into or from a
Restricted Jurisdiction where to do so would violate the laws in that jurisdiction. Accordingly, copies of
this announcement and all documents relating to the Acquisition are not being, and must not be, directly
or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction
where to do so would violate the laws in that jurisdiction, and persons receiving this announcement and
all documents relating to the Acquisition (including custodians, nominees and trustees) must not mail or
otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws
in that jurisdiction.
The availability of the Acquisition to Assura Shareholders who are not resident in the United Kingdom
or South Africa may be affected by the laws of the relevant jurisdictions in which they are resident.
Persons who are not resident in the United Kingdom or South Africa should inform themselves of, and
observe, any applicable requirements, as any failure to comply with such requirements may constitute
a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable
law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the
violation of such restrictions by any person.
The Acquisition shall be subject to the applicable requirements of the Takeover Code, the Panel, the
London Stock Exchange, the Financial Conduct Authority, the Listing Rules, the Johannesburg Stock
Exchange, Finsurv, the JSE Listings Requirements and the Registrar of Companies. Further details in
relation to Overseas Shareholders will be contained in the Offer Document.
The information contained in this announcement constitutes factual information as contemplated in
section 1(3)(a) of the FAIS Act and should not be construed as express or implied advice (as that term
is used in the FAIS Act and/or the South African Financial Markets Act, No 19 of 2012, as amended)
that any particular transaction in respect of the Acquisition is appropriate to the particular investment
objectives, financial situations or needs of a shareholder, and nothing in this announcement should be
construed as constituting the canvassing for, or marketing or advertising of, financial services in South
Africa. Bidco is not a financial services provider licensed as such under the FAIS Act.
Nothing in this announcement should be viewed, or construed, as "advice", as that term is used in the
South African Financial Markets Act, No 19 of 2012, as amended.
Additional information for US Investors
The Takeover Offer relates to the shares of an English company and is being made by means of a
contractual takeover offer under the Takeover Code and under English law. The Takeover Offer is being
made in the United States pursuant to all applicable laws and regulations, including, to the extent
applicable, to holders of Assura Shares resident in the United States ("US Assura Shareholders")
pursuant to Section 14(e) and Regulation 14E under the US Exchange Act, and otherwise in accordance
with the requirements of the Takeover Code. Accordingly, the Takeover Offer is subject to the disclosure
and other procedural requirements, including with respect to withdrawal rights, offer timetable,
settlement procedures and timing of payments that are different from those applicable under US
domestic tender offer procedures and law. The Takeover Offer is being made in the United States by
Bidco and no one else. The Takeover Offer will be made to US Assura Shareholders on the same terms
and conditions as those made to all other Assura Shareholders to whom an offer is made. Any
information documents, including the Offer Document, will be disseminated to US Assura Shareholders
on a basis comparable to the method that such documents are provided to the other Assura
Shareholders to whom an offer is made.
The financial information included in this announcement and the Offer Document has been or will have
been prepared in accordance with IFRS and thus may not be comparable to financial information of US
companies or companies whose financial statements are prepared in accordance with generally
accepted accounting principles in the US.
The receipt of cash pursuant to the Acquisition by a US Assura Shareholder as consideration for the
transfer of its Assura Shares pursuant to the Takeover Offer will likely be a taxable transaction for United
States federal income tax purposes and under applicable United States state and local, as well as
foreign and other, tax laws. Assura Shareholders are urged to consult their independent professional
advisers immediately regarding the tax consequences of the Acquisition applicable to them.
It may be difficult for US Assura Shareholders to enforce their rights and claims arising out of the US
federal securities laws, since Bidco and Assura are located in countries other than the US, and some or
all of their officers and directors may be residents of countries other than the US. US Assura
Shareholders may not be able to sue a non-US company or its officers or directors in a non-US court
for violations of US securities laws. Further, it may be difficult to compel a non-US company and its
affiliates to subject themselves to a US court's jurisdiction and judgement.
In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US Exchange Act, Bidco,
certain affiliated companies and their nominees or brokers (acting as agents) may make certain
purchases of, or arrangements to purchase, shares in Assura outside of the US, other than pursuant to
the Acquisition, until the date on which the Acquisition becomes Effective, lapses or is otherwise
withdrawn. Also, in accordance with Rule 14e-5(b) of the US Exchange Act, Jefferies will continue to act
as a connected exempt principal trader in Assura Shares on the London Stock Exchange. If such
purchases or arrangements to purchase were to be made they would occur either in the open market at
prevailing prices or in private transactions at negotiated prices and comply with applicable law, including
the US Exchange Act. Any such purchases by Bidco or its affiliates will not be made at prices higher
than the price of the Acquisition provided in this announcement unless the price of the Acquisition is
increased accordingly. Any information about such purchases or arrangements to purchase will be
disclosed as required in the United Kingdom, will be reported to a Regulatory Information Service and
will be available on the London Stock Exchange website at www.londonstockexchange.com. To the
extent that such information is required to be publicly disclosed in the United Kingdom in accordance
with applicable regulatory requirements, this information will, as applicable, also be publicly disclosed in
the United States.
Neither the US Securities and Exchange Commission, nor any US state securities commission or any
securities commission of other jurisdictions, has approved or disapproved the Acquisition, passed
judgement upon the fairness or the merits of the Acquisition or passed judgement upon the adequacy
or accuracy of this announcement. Any representation to the contrary may be a criminal offence in the
United States.
Forward looking statements
This announcement (including information incorporated by reference in this announcement), oral
statements made regarding the Acquisition, and other information published by KKR, Stonepeak, or
Bidco contain statements about Bidco, Assura, any member of the Wider Bidco Group or any member
of the Wider Assura Group that are or may be deemed to be forward looking statements. All statements
other than statements of historical facts included in this announcement may be forward looking
statements. Without limitation, any statements preceded or followed by or that include the words
"targets", "plans", "believes", "expects", "aims", "intends", "will", "may", "shall", "should", "anticipates",
"estimates", "projects", "is subject to", "budget", "scheduled", "forecast" or words or terms of similar
substance or the negative thereof, are forward looking statements. Forward looking statements may
include statements relating to the following: (i) future capital expenditures, expenses, revenues,
earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses
and future prospects; (ii) business and management strategies and the expansion and growth of Bidco's,
KKR's, Stonepeak's, Assura's, any member of the Wider Bidco Group's or any member of the Wider
Assura Group's operations and potential synergies resulting from the Acquisition; and (iii) the effects of
global economic conditions and government regulation on Bidco's, KKR's, Stonepeak's, Assura's, any
member of the Wider Bidco Group's or any member of the Wider Assura Group's business.
Such forward looking statements are prospective in nature and are not based on historical facts, but
rather on current expectations and projections of the management of Bidco about future events and are
therefore subject to risks and uncertainties that could significantly affect expected results and are based
on certain key assumptions. Many factors could cause actual results to differ materially from those
projected or implied in any forward looking statements, including: increased competition, the loss of or
damage to one or more key customer relationships, changes to customer ordering patterns, delays in
obtaining customer approvals for engineering or price level changes, the failure of one or more key
suppliers, the outcome of business or industry restructuring, the outcome of any litigation, changes in
economic conditions, currency fluctuations, changes in interest and tax rates, changes in raw material
or energy market prices, changes in laws, regulations or regulatory policies, developments in legal or
public policy doctrines, technological developments, the failure to retain key management, or the timing
and success of future acquisition opportunities or major investment projects. Other unknown or
unpredictable factors could cause actual results to differ materially from those in the forward looking
statements. Such forward looking statements should therefore be construed in the light of such factors.
None of Bidco, KKR, Stonepeak, the Wider Bidco Group, nor any of their respective associates or
directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence
of the events expressed or implied in any forward looking statements in this announcement will actually
occur. Due to such uncertainties and risks, readers are cautioned not to place any reliance on such
forward looking statements, which speak only as of the date hereof. All subsequent oral or written
forward looking statements attributable to any member of the Wider Bidco Group, or any of their
associates, directors, officers, employees or advisers, are expressly qualified in their entirety by the
cautionary statement above.
Bidco, KKR, Stonepeak, and the Wider Bidco Group expressly disclaim any obligation to update any
forward looking or other statements contained herein, except as required by applicable law or by the
rules of any competent regulatory authority, whether as a result of new information, future events or
otherwise.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1 per cent. or more of any
class of relevant securities of an offeree company or of any securities exchange offeror (being any
offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following the commencement of the Offer
Period and, if later, following the announcement in which any securities exchange offeror is first
identified. An Opening Position Disclosure must contain details of the person's interests and short
positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and
(ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a)
applies must be made by no later than 3.30 p.m. (London time) on the 10th business day following the
commencement of the Offer Period and, if appropriate, by no later than 3.30 p.m. (London time) on the
10th business day following the announcement in which any securities exchange offeror is first identified.
Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange
offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing
Disclosure.
Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes, interested in 1 per cent. or
more of any class of relevant securities of the offeree company or of any securities exchange offeror
must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or
of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned
and of the person's interests and short positions in, and rights to subscribe for, any relevant securities
of each of (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these
details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule
8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the business day following the
date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or
informal, to acquire or control an interest in relevant securities of an offeree company or a securities
exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing
Disclosures must also be made by the offeree company, by any offeror and by any persons acting in
concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position
Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's
website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue,
when the Offer Period commenced and when any offeror was first identified. If you are in any doubt as
to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should
contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.
Information relating to Assura Shareholders
Please be aware that addresses, electronic addresses and certain information provided by Assura
Shareholders, persons with information rights and other relevant persons for the receipt of
communications from Assura may be provided to Bidco, KKR and Stonepeak during the Offer Period as
required under Section 4 of Appendix 4 of the Takeover Code to comply with Rule 2.11(c) of the
Takeover Code.
Publication on a website
A copy of this announcement and the documents required to be published by Rule 26 of the Takeover
Code shall be made available, free of charge, subject to certain restrictions relating to persons resident
in Restricted Jurisdictions on Bidco's website at https://www.documentdisplay.com/offer-for-
assura/disclaimer/ by no later than 12 noon (London time) on the Business Day following the date of
this announcement. For the avoidance of doubt, the contents of the websites referred to in this
announcement are not incorporated into and do not form part of this announcement.
Bases and sources
In this Announcement, unless otherwise stated or the context otherwise requires, references to the
issued, and to be issued, ordinary share capital of Assura are based on (i) the 3,250,608,887 ordinary
Assura Shares in issue on the Business Day prior to this Announcement, and (ii) the 5,131,752 Assura
Shares that may be issued pursuant to the Assura Share Plans as described in the Offer Document.
General
If you are in any doubt about the contents of this announcement or the action you should take, you are
recommended to seek your own independent financial advice immediately from your stockbroker,
bank manager, solicitor, accountant or independent financial adviser duly authorised under FSMA if
you are resident in the United Kingdom or financial services provider duly authorised under the FAIS
Act if you are resident in South Africa or, if not, from another appropriate authorised independent
financial adviser.
Date: 11-07-2025 04:10:00
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